Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Blink Charging Co. | |
Entity Central Index Key | 0001429764 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,291,147 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 14,863,434 | $ 4,168,837 |
Marketable securities | 2,956,989 | |
Subscription receivable | 419,494 | |
Accounts receivable and other receivables, net | 538,331 | 206,770 |
Inventory, net | 2,822,332 | 2,157,295 |
Prepaid expenses and other current assets | 523,087 | 671,033 |
Total Current Assets | 19,166,678 | 10,160,924 |
Restricted cash | 27,820 | |
Property and equipment, net | 2,999,581 | 1,347,309 |
Operating lease right-of-use asset | 719,241 | 258,102 |
Intangible assets, net | 61,380 | 107,415 |
Goodwill | 251,657 | |
Other assets | 215,471 | 73,743 |
Total Assets | 23,441,828 | 11,947,493 |
Current Liabilities: | ||
Accounts payable | 3,207,674 | 2,372,212 |
Accrued expenses | 1,402,940 | 897,548 |
Accrued issuable equity | 214,907 | 257,686 |
Current portion of notes payable | 306,535 | 10,000 |
Current portion of operating lease liabilities | 361,312 | 190,823 |
Contingent consideration | 245,000 | |
Other current liabilities | 78,804 | 73,598 |
Current portion of deferred revenue | 365,660 | 567,613 |
Total Current Liabilities | 6,182,832 | 4,369,480 |
Operating lease liabilities, non-current portion | 370,698 | 84,838 |
Notes payable, non-current portion | 562,018 | |
Other liabilities | 90,000 | 58,164 |
Deferred revenue, non-current portion | 565 | |
Total Liabilities | 7,205,548 | 4,513,047 |
Series B Convertible Preferred Stock, 10,000 shares designated, 0 issued and outstanding as of September 30, 2020 and December 31, 2019 | ||
Commitments and contingencies (Note 10) | ||
Stockholders' Equity: | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 31,747,100 and 26,322,583 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 31,747 | 26,323 |
Additional paid-in capital | 195,614,476 | 176,729,926 |
Accumulated other comprehensive income | 183,173 | |
Accumulated deficit | (179,409,943) | (169,504,981) |
Total Stockholders' Equity | 16,236,280 | 7,434,446 |
Total Liabilities and Stockholders' Equity | 23,441,828 | 11,947,493 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, $0.001 par value, 40,000,000 shares authorized; | ||
Series C Convertible Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, $0.001 par value, 40,000,000 shares authorized; | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, $0.001 par value, 40,000,000 shares authorized; | $ 5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 31,747,100 | 26,322,583 |
Common stock, shares outstanding | 31,747,100 | 26,322,583 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, shares authorized | 10,000 | 10,000 |
Temporary equity, shares issued | 0 | 0 |
Temporary equity, shares outstanding | 0 | 0 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 13,000 | 13,000 |
Preferred stock, shares issued | 0 | 5,125 |
Preferred stock, shares outstanding | 0 | 5,125 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Total Revenues | $ 905,460 | $ 764,486 | $ 3,776,934 | $ 2,057,704 |
Cost of Revenues: | ||||
Total Cost of Revenues | 538,825 | 643,239 | 2,687,697 | 1,567,955 |
Gross Profit | 366,635 | 121,247 | 1,089,237 | 489,749 |
Operating Expenses: | ||||
Compensation | 2,543,755 | 1,727,487 | 6,963,960 | 5,005,014 |
General and administrative expenses | 1,143,476 | 455,879 | 2,460,012 | 1,198,070 |
Other operating expenses | 592,279 | 726,033 | 1,618,897 | 1,773,626 |
Total Operating Expenses | 4,279,510 | 2,909,399 | 11,042,869 | 7,976,710 |
Loss From Operations | (3,912,875) | (2,788,152) | (9,953,632) | (7,486,961) |
Other (Expense) Income: | ||||
Interest (expense) income, net | (2,925) | 15,961 | 18,185 | 54,114 |
Gain on settlement of debt | 310,000 | |||
Gain on settlement of accounts payable, net | 3,492 | 93,184 | 22,578 | 253,607 |
Change in fair value of derivative and other accrued liabilities | (52,232) | (1,367) | (68,271) | (91,603) |
Other income | 50,191 | 57,385 | 76,178 | 207,007 |
Total Other (Expense) Income | (1,474) | 165,163 | 48,670 | 733,125 |
Net Loss | $ (3,914,349) | $ (2,622,989) | $ (9,904,962) | $ (6,753,836) |
Net Loss Per Share: | ||||
Basic | $ (0.12) | $ (0.1) | $ (0.34) | $ (0.26) |
Diluted | $ (0.12) | $ (0.1) | $ (0.34) | $ (0.26) |
Weighted Average Number of Common Shares Outstanding: | ||||
Basic | 31,379,636 | 26,242,567 | 28,859,057 | 26,216,266 |
Diluted | 31,379,636 | 26,242,567 | 28,859,057 | 26,216,266 |
Charging Service Revenue [Member] | ||||
Revenues: | ||||
Total Revenues | $ 162,654 | $ 317,990 | $ 569,528 | $ 937,870 |
Product Sales [Member] | ||||
Revenues: | ||||
Total Revenues | 556,859 | 319,254 | 2,608,636 | 704,472 |
Network Fees [Member] | ||||
Revenues: | ||||
Total Revenues | 100,298 | 80,116 | 227,128 | 230,945 |
Warranty [Member] | ||||
Revenues: | ||||
Total Revenues | 13,950 | 8,400 | 30,429 | 44,192 |
Grant and Rebate [Member] | ||||
Revenues: | ||||
Total Revenues | 2,580 | 4,578 | 11,071 | 17,817 |
Other [Member] | ||||
Revenues: | ||||
Total Revenues | 69,119 | 34,148 | 330,142 | 122,408 |
Cost of Charging Services [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 120,280 | 47,427 | 185,768 | 114,439 |
Host Provider Fees [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 36,852 | 110,628 | 150,367 | 273,704 |
Cost of Product Sales [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 34,925 | 246,071 | 1,426,801 | 547,191 |
Network Costs [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 106,387 | 48,097 | 464,009 | 211,623 |
Warranty and Repairs and Maintenance [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 104,690 | 152,218 | 237,333 | 324,633 |
Depreciation and Amortization [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | $ 135,691 | $ 38,798 | $ 223,419 | $ 96,365 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | $ (3,914,349) | $ (2,622,989) | $ (9,904,962) | $ (6,753,836) |
Other Comprehensive (Loss) Income: | ||||
Reclassification adjustments of gain on sale of marketable securities included in net loss | (84,836) | (183,173) | ||
Change in fair value of marketable securities | 20,079 | (32,838) | 108,169 | |
Total Comprehensive Loss | $ (3,979,106) | $ (2,655,827) | $ (10,088,135) | $ (6,645,667) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total | |
Balance at Dec. 31, 2018 | $ 5 | $ 26,118 | $ 175,924,587 | $ (159,856,481) | $ 16,094,229 | ||
Balance, shares at Dec. 31, 2018 | 5,141 | 26,118,075 | |||||
Stock-based compensation | $ 52 | 118,684 | 118,736 | ||||
Stock-based compensation, shares | 51,724 | ||||||
Restricted stock issued in satisfaction of accrued issuable equity | $ 57 | 199,831 | 199,888 | ||||
Restricted stock issued in satisfaction of accrued issuable equity, shares | 56,948 | ||||||
Common stock issued upon conversion of Series D convertible preferred stock | $ 5 | (5) | |||||
Common stock issued upon conversion of Series D convertible preferred stock, shares | (16) | 5,128 | |||||
Return and retirement of common stock | $ (8) | 8 | |||||
Return and retirement of common stock, shares | (8,066) | ||||||
Other comprehensive income loss | 100,686 | 100,686 | |||||
Net loss | (1,893,627) | (1,893,627) | |||||
Balance at Mar. 31, 2019 | $ 5 | $ 26,224 | 176,243,105 | 100,686 | (161,750,108) | 14,619,912 | |
Balance, shares at Mar. 31, 2019 | 5,125 | 26,223,809 | |||||
Balance at Dec. 31, 2018 | $ 5 | $ 26,118 | 175,924,587 | (159,856,481) | 16,094,229 | ||
Balance, shares at Dec. 31, 2018 | 5,141 | 26,118,075 | |||||
Restricted stock issued in satisfaction of accrued issuable equity | 252,358 | ||||||
Net loss | (6,753,836) | ||||||
Balance at Sep. 30, 2019 | $ 5 | $ 26,261 | 176,540,422 | 108,169 | (166,610,317) | 10,064,540 | |
Balance, shares at Sep. 30, 2019 | 5,125 | 26,261,434 | |||||
Balance at Mar. 31, 2019 | $ 5 | $ 26,224 | 176,243,105 | 100,686 | (161,750,108) | 14,619,912 | |
Balance, shares at Mar. 31, 2019 | 5,125 | 26,223,809 | |||||
Stock-based compensation | 185,632 | 185,632 | |||||
Stock-based compensation, shares | |||||||
Restricted stock issued in satisfaction of accrued issuable equity | $ 13 | 40,142 | 40,155 | ||||
Restricted stock issued in satisfaction of accrued issuable equity, shares | 12,995 | ||||||
Other comprehensive income loss | 40,321 | 40,321 | |||||
Net loss | (2,237,220) | (2,237,220) | |||||
Balance at Jun. 30, 2019 | $ 5 | $ 26,237 | 176,468,879 | 141,007 | (163,987,328) | 12,648,800 | |
Balance, shares at Jun. 30, 2019 | 5,125 | 26,236,804 | |||||
Stock-based compensation | $ 20 | 59,232 | 59,252 | ||||
Stock-based compensation, shares | 20,000 | ||||||
Restricted stock issued in satisfaction of accrued issuable equity | $ 4 | 12,311 | 12,315 | ||||
Restricted stock issued in satisfaction of accrued issuable equity, shares | 4,630 | ||||||
Other comprehensive income loss | (32,838) | (32,838) | |||||
Net loss | (2,622,989) | (2,622,989) | |||||
Balance at Sep. 30, 2019 | $ 5 | $ 26,261 | 176,540,422 | 108,169 | (166,610,317) | 10,064,540 | |
Balance, shares at Sep. 30, 2019 | 5,125 | 26,261,434 | |||||
Balance at Dec. 31, 2019 | $ 5 | $ 26,323 | 176,729,926 | 183,173 | (169,504,981) | 7,434,446 | |
Balance, shares at Dec. 31, 2019 | 5,125 | 26,322,583 | |||||
Stock-based compensation | 276,675 | 276,675 | |||||
Stock-based compensation, shares | |||||||
Common stock issued upon conversion of Series D convertible preferred stock | $ (5) | $ 1,642 | (1,637) | ||||
Common stock issued upon conversion of Series D convertible preferred stock, shares | (5,125) | 1,642,628 | |||||
Other comprehensive income loss | (181,468) | (181,468) | |||||
Net loss | (2,961,100) | (2,961,100) | |||||
Balance at Mar. 31, 2020 | $ 27,965 | 177,004,964 | 1,705 | (172,466,081) | 4,568,553 | ||
Balance, shares at Mar. 31, 2020 | 27,965,211 | ||||||
Balance at Dec. 31, 2019 | $ 5 | $ 26,323 | 176,729,926 | 183,173 | (169,504,981) | 7,434,446 | |
Balance, shares at Dec. 31, 2019 | 5,125 | 26,322,583 | |||||
Restricted stock issued in satisfaction of accrued issuable equity | |||||||
Net loss | (9,904,962) | ||||||
Balance at Sep. 30, 2020 | $ 31,747 | 195,614,476 | (179,409,943) | 16,236,280 | |||
Balance, shares at Sep. 30, 2020 | 31,747,100 | ||||||
Balance at Mar. 31, 2020 | $ 27,965 | 177,004,964 | 1,705 | (172,466,081) | 4,568,553 | ||
Balance, shares at Mar. 31, 2020 | 27,965,211 | ||||||
Stock-based compensation | $ 58 | 72,070 | 72,128 | ||||
Stock-based compensation, shares | 57,542 | ||||||
Other comprehensive income loss | 63,052 | 63,052 | |||||
Common stock issued in public offering | [1] | $ 1,661 | 3,755,948 | 3,757,609 | |||
Common stock issued in public offering, shares | [1] | 1,660,884 | |||||
Net loss | (3,029,513) | (3,209,513) | |||||
Balance at Jun. 30, 2020 | $ 29,684 | 180,832,982 | 64,757 | (175,495,594) | 5,431,829 | ||
Balance, shares at Jun. 30, 2020 | 29,683,637 | ||||||
Stock-based compensation | $ 6 | $ 164,629 | $ 164,635 | ||||
Stock-based compensation, shares | 6,847 | ||||||
Common stock issued upon conversion of Series D convertible preferred stock, shares | |||||||
Other comprehensive income loss | $ (64,757) | $ (64,757) | |||||
Common stock issued in public offering | [2] | $ 1,861 | 14,456,744 | 14,458,605 | |||
Common stock issued in public offering, shares | [2] | 1,861,087 | |||||
Common stock issued upon exercise of warrants | $ 196 | 144,117 | 144,313 | ||||
Common stock issued upon exercise of warrants, shares | 195,529 | ||||||
Options issued in satisfaction of accrued issuable equity | 16,004 | 16,004 | |||||
Net loss | (3,914,349) | (3,914,349) | |||||
Balance at Sep. 30, 2020 | $ 31,747 | $ 195,614,476 | $ (179,409,943) | $ 16,236,280 | |||
Balance, shares at Sep. 30, 2020 | 31,747,100 | ||||||
[1] | Includes gross proceeds of $3,998,618, less issuance costs of $241,009. | ||||||
[2] | Includes gross proceeds of $14,954,705, less issuance costs of $496,100. As of September 30, 2020, $419,494 of net proceeds had not been received by the Company and was included as a subscription receivable. |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Proceeds from public offering, gross | $ 14,954,705 | $ 3,998,618 | $ 18,520,736 | |
Issuance costs | 496,100 | $ 241,009 | 684,850 | |
Subscription receivable | $ 419,494 | $ 419,494 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
Cash Flows From Operating Activities: | |||
Net loss | $ (9,904,962) | $ (6,753,836) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 436,546 | 210,042 | |
Dividend and interest income | (45,566) | ||
Change in fair value of derivative and other accrued liabilities | (68,271) | (91,603) | |
Provision for bad debt | 98,417 | 91,507 | |
Loss on disposal of fixed assets | 98,478 | 72,985 | |
Accrued interest converted to notes payable | 2,887 | ||
Gain on settlement of debt | (310,000) | ||
(Benefit) provision for slow moving and obsolete inventory | (275,520) | 189,243 | |
Gain on settlement of accounts payable, net | (22,578) | (253,607) | |
Non-cash compensation: | |||
Common stock | 182,004 | 380,399 | |
Options | 298,355 | 210,763 | |
Changes in operating assets and liabilities: | |||
Accounts receivable and other receivables | (57,380) | (236,227) | |
Inventory | (1,713,432) | (595,291) | |
Prepaid expenses and other current assets | 124,533 | (167,512) | |
Other assets | (53,849) | 4,121 | |
Accounts payable and accrued expenses | 1,041,742 | 84,794 | |
Lease liabilities | (141,463) | (49,440) | |
Deferred revenue | (202,518) | (115,184) | |
Total Adjustments | (252,049) | (620,576) | |
Net Cash Used In Operating Activities | (10,157,011) | (7,374,412) | |
Cash Flows From Investing Activities: | |||
Purchase consideration for BlueLA Carsharing, LLC acquisition | (1) | ||
Cash acquired in the purchase of BlueLA Carsharing, LLC | 3,379 | ||
Proceeds from sale of marketable securities | 2,773,816 | ||
Purchases of property and equipment | (680,673) | (177,418) | |
Net Cash Provided By (Used In) Investing Activities | 2,096,521 | (177,418) | |
Cash Flows From Financing Activities: | |||
Proceeds from issuance of notes payable | 855,666 | ||
Proceeds from warrant exercise | 144,313 | ||
Proceeds from sale of common stock in public offering | [1] | 17,835,886 | |
Payment of financing liability in connection with internal use software | (52,958) | ||
Net Cash Provided By Financing Activities | 18,782,907 | ||
Net Increase (Decrease) In Cash | 10,722,417 | (7,551,830) | |
Cash and Restricted Cash - Beginning of Period | 4,168,837 | 15,538,849 | |
Cash and Restricted Cash - End of Period | 14,891,254 | 7,987,019 | |
Cash and restricted cash consisted of the following: | |||
Cash | 14,863,434 | 7,987,019 | |
Restricted cash | 27,820 | ||
Cash and restricted cash | 14,891,254 | 7,987,019 | |
Cash paid during the periods for: | |||
Interest expense | |||
Non-cash investing and financing activities: | |||
Common stock issued upon conversion of Series D convertible preferred stock | 5 | 5 | |
Return and retirement of common stock | (8) | ||
Reduction of additional paid-in capital for public offering issuance costs that were previously paid | (39,167) | ||
Restricted stock issued in satisfaction of accrued issuable equity | 252,358 | ||
Options issued in satisfaction of accrued issuable equity | 16,004 | ||
Change in fair value of marketable securities | 108,169 | ||
Subscription receivable, net of issuance costs of $13,093 | 419,494 | ||
Right of use assets obtained in exchange for lease liabilities | 597,812 | ||
Net assets (excluding cash) acquired in the acquisition of BlueLA Carsharing, LLC | 84,481 | ||
Transfer of inventory to property and equipment | $ (1,323,915) | $ (344,217) | |
[1] | Includes gross proceeds of $18,520,736, less issuance costs of $684,850. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Proceeds from public offering, gross | $ 18,520,736 |
Issuance costs | 684,850 |
Issuance cost, subscription receivable | $ 13,093 |
Business Organization, Nature o
Business Organization, Nature of Operations Risks and Uncertainties and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization, Nature of Operations, Risks and Uncertainties and Basis of Presentation | 1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS, RISKS AND UNCERTAINTIES AND BASIS OF PRESENTATION Organization and Operations Blink Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator, and supplier of proprietary electric vehicle (“EV”) charging equipment and networked EV charging services. Blink serves both residential and commercial EV charging settings, enabling EV drivers to easily recharge at various location types. Blink offers its Property Partners a range of business models for EV charging equipment and services that generally fall into one of the four business models below. ● In the Company’s comprehensive turnkey business model, Blink owns and operates the EV charging equipment, undertakes and manages the installation, maintenance and related services, and Blink retains substantially all of the EV charging revenue. ● In the Company’s hybrid business model, the Property Partner incurs the installation costs, while Blink provides the charging equipment. Blink operates and manages the EV charging station and provides connectivity of the charging station to the Blink Network. As a result, Blink shares a greater portion of the EV charging revenue with the Property Partner than under the turnkey model above. ● In the Company’s host-owned business model, the Property Partner purchases, owns and manages the Blink EV charging station, and incurs the installation costs of the equipment, while Blink provides site recommendations, connectivity to the Blink Network and optional maintenance services, and the Property Partner retains substantially all of the EV charging revenue. ● In the Company’s Blink-as-a-service model, the Company owns and operate the EV charging station, while the Property Partner incurs the installation cost. The Company operates and manages the EV charging station and the Property Partner pays Blink a fixed monthly fee and keeps all the charging revenues less network connectivity and processing fees. Blink’s principal line of products and services is its Blink EV charging network (the “Blink Network”) and EV charging equipment, also known as electric vehicle supply equipment (“EVSE”), and EV-related services. The Blink Network is a proprietary cloud-based software that operates, maintains, and tracks the Blink EV charging stations and their associated charging data. The Blink Network provides property owners, managers, and parking companies (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging stations and payment processing, and provides EV drivers with vital station information including station location, availability, and applicable fees. The Company has strategic partnerships across numerous transit/destination locations, including airports, auto dealers, healthcare/medical, hotels, mixed-use, municipal locations, multifamily residential and condos, parks and recreation areas, parking lots, religious institutions, restaurants, retailers, schools and universities, stadiums, supermarkets, transportation hubs, and workplace locations. As of September 30, 2020, the Company had deployed 15,716 charging stations, of which 6,944 were on the Blink Network (5,512 Level 2 commercial charging units, 101 DC Fast Charging EV chargers, and 1,331 residential Level 2 Blink EV charging units), and the remainder are non-networked or on other networks (239 Level 2 commercial charging units and 8,333 residential Level 2 Blink EV charging stations and 200 charging stations acquired with the BlueLA acquisition). Risks and Uncertainties The Company continues to closely monitor the impact on its business of the current outbreak of a novel strain of coronavirus (“COVID-19”). The Company has taken precautions to ensure the safety of its employees, customers and business partners, while assuring business continuity and reliable service and support to its customers. The Company has experienced what it expects is a temporary reduction in the usage of its charging stations, which has resulted in a decrease in its charging service revenue. While the Company has not seen a significant adverse impact to its overall financial results from COVID-19, if the pandemic continues to cause significant negative impacts to economic conditions, the Company’s results of operations, financial condition and liquidity could be adversely impacted. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2020 and for the three and nine months then ended. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the operating results for the full year ending December 31, 2020 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2019 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on April 2, 2020 as part of the Company’s Annual Report on Form 10-K. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Since the Annual Report on Form 10-K for the year ended December 31, 2019, there have been no material changes to the Company’s significant accounting policies, except as disclosed in this note. LIQUIDITY As of September 30, 2020, the Company had cash, working capital and an accumulated deficit of $14,863,434, $12,983,846 and $179,409,943, respectively. During the three and nine months ended September 30, 2020, the Company incurred a net loss of $3,914,349 and $9,904,962, respectively. During the nine months ended September 30, 2020, the Company used cash in operating activities of $10,157,011. Since April 17, 2020 and through November 11, 2020, the Company has sold 3,566,971 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of approximately $19.5 million. See Note 9 – Stockholders’ Equity. The Company expects that its cash on hand will fund its operations for a least 12 months after the issuance date of these financial statements. Since inception, the Company’s operations have primarily been funded through proceeds received in equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. CASH The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in the condensed consolidated financial statements. The Company has cash on deposits in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. As of September 30, 2020, the Company had cash balances in excess of FDIC insurance limits of $14,590,675. As of December 31, 2019, the Company had cash balances in excess of FDIC insurance limits of $3,494,360. INVESTMENTS Available-for-sale debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on the first-in, first-out method. The Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment and it is not adjusted for subsequent recoveries in fair value. The following summarizes the Company’s investments as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Short-term investments: Available- for-sale investments $ - $ 2,956,989 The following is a summary of the unrealized gains, losses, and fair value by investment type as of September 30, 2020 and December 31, 2019: September 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Fixed income $ - $ - $ - $ - December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Fixed income $ 2,773,816 $ 183,173 $ - $ 2,956,989 SUBSCRIPTION RECEIVABLE The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a stock subscription receivable as an asset on a balance sheet. When stock subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under FASB ASC 505, the stock subscription receivable is reclassified as a contra account to stockholders’ equity on the balance sheet. REVENUE RECOGNITION The Company recognizes revenue primarily from four different types of contracts: ● Charging service revenue – company-owned charging stations ● Product sales ● Network fees and other ● Other The following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations: For The Three Months Ended For The Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenues - Recognized at a Point in Time: Charging service revenue - company-owned charging stations $ 162,654 $ 317,990 $ 569,528 $ 937,870 Product sales 556,859 319,254 2,608,636 704,472 Other 69,119 34,148 330,142 122,408 Total Revenues - Recognized at a Point in Time 788,632 671,392 3,508,306 1,764,750 Revenues - Recognized Over a Period of Time: Network and other fees 114,248 88,516 257,557 275,137 Total Revenues - Recognized Over a Period of Time 114,248 88,516 257,557 275,137 Total Revenue Under ASC 606 $ 902,880 $ 759,908 $ 3,765,863 $ 2,039,887 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related goods or services, the Company records deferred revenue until the performance obligations are satisfied. As of September 30, 2020, the Company had $242,258 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet as of September 30, 2020. The Company expects to satisfy its remaining performance obligations for network fees and warranty revenue and recognize the revenue within the next 12 months. During the three and nine months ended September 30, 2020, the Company recognized $104,865 and $244,525, respectively, of revenues related to network fees and warranty contracts, which were included in deferred revenues as of December 31, 2019. During the three and nine months ended September 30, 2020, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. Grants and rebates which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives over the useful life of the charging station. During the three months ended September 30, 2020 and 2019, the Company recognized $2,580 and $4,578, respectively, related to grant and rebate revenue. During the nine months ended September 30, 2020 and 2019, the Company recognized $11,071 and $17,817, respectively, related to grant and rebate revenue. At September 30, 2020 and December 31, 2019, there was $72,598 and $83,670, respectively, of deferred revenues attributable to grants and rebates. CONCENTRATIONS As of September 30, 2020 and December 31, 2019, accounts receivable from a significant customer was 10% and 11% of accounts receivable, respectively. As of September 30, 2020, accounts receivable from another significant customer was 28% of accounts receivable. During the three and nine months ended September 30, 2020, revenues from one significant customer represented 10% and 32%, respectively, of total revenues. There were no revenue concentrations during the three and nine months ended September 30, 2019. NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: For the Three and Nine Months Ended September 30, 2020 2019 Convertible preferred stock - 1,642,628 Warrants 7,143,360 6,840,049 Options 647,218 128,008 Unvested restricted common stock 103,713 - Total potentially dilutive shares 7,894,291 8,610,685 INCOME TAXES On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, amongst other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the CARES Act is effective beginning in the quarter ended March 31, 2020. The Company does not currently believe that such provisions will have a material impact on the Company’s condensed consolidated financial statements. RECLASSIFICATIONS Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. RECENTLY ISSUED ACCOUNTING STANDARDS In April 2019, the Financial Accounting Standards Board (‘FASB”) issued Accounting Standards Update (“ASU”) No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” (“ASU 2019-04”). The new ASU provides narrow-scope amendments to help apply these recent standards. The adoption of this ASU effective January 1, 2020 did not have a material impact on the Company’s consolidated financial statements. In August 2020, FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. The Company is currently evaluating the effect of the adoption of ASU 2020-06 will have on its condensed consolidated financial statements and related disclosures. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combination | 3. BUSINESS COMBINATION On July 17, 2020, the Company signed a non-binding term sheet (“Term Sheet”) to acquire certain assets of an EV charging operator (“Operator”). Concurrently with signing the Term Sheet, the Company provided a letter of financial support for a project awarded to the Operator and the state providing the project award. The Company committed to fund and invest up to $2.2 million in this state project representing the capital required to complete the development of the EV charger infrastructure whereby a grant of $1.76 million would be received at the completion of this project. In the event that the Company does not execute an agreement with the Operator and close the acquisition pursuant to the Term Sheet, the Company will be entitled to obtain the grant funds awarded in this project and take ownership and all rights and interests in all EV chargers, assets and rights relating to or arising from this project. On September 11, 2020 (“Closing Date”), the Company’s wholly-owned subsidiary, Blink Mobility, LLC (the “Purchaser”), entered into an Ownership Interest Purchase Agreement (the “Agreement”) with Blue Systems USA, Inc. (the “Seller”), and pursuant thereto acquired from the Seller all of the ownership interests of BlueLA Carsharing, LLC (“BlueLA”). The consideration by the Purchaser for the acquisition of BlueLA included: (a) a cash payment of $1.00, which was paid to the Seller at closing, and (b) in the event BlueLA timely amends its carsharing services agreement with the City of Los Angeles, California dated January 17, 2017 (the “City of Los Angeles Agreement”), a cash payment to the Seller of $1,000,000, payable within three business days after such amendment (“Contingent Consideration”). The amendment to the City of Los Angeles Agreement must be obtained by BlueLA no later than December 31, 2020, subject to an extension to March 31, 2021 if a representative of the City of Los Angeles indicates to the Purchaser by the December 31, 2020 deadline its approval of the modifications to the City of Los Angeles Agreement, as more particularly outlined in the Agreement. The total consideration paid or payable by the Purchaser excludes transaction costs. The Company has agreed to guaranty the performance of the Purchaser’s obligations under the Agreement as an inducement for the Seller to enter into the Agreement. The Company had acquired BlueLA in order to expand its presence in the State of California. The Agreement contains customary representations, warranties and covenants for a transaction of this type and nature. Pursuant to the terms of the Agreement, the Seller will indemnify the Company, the Purchaser and their respective affiliates and representatives for breaches of the Seller’s representations and warranties, breaches of covenants and losses related to pre-closing taxes of BlueLA. The Purchaser has agreed to indemnify the Seller and its affiliates and representatives for any breaches of the Purchaser’s representations and warranties, breaches of covenants and losses related to post-closing taxes of BlueLA. The representations and warranties under the Agreement will survive until December 10, 2021. Pursuant to the Agreement, the Seller and BlueLA entered into a Transition Service Agreement pursuant to which the Seller and its affiliate, Bluecarsharing, S.A.S., agreed to provide certain transition and support services to BlueLA and the Purchaser following the closing and until December 31, 2020. The Seller also guaranteed the payment of up to $175,000 in parking fees payable by BlueLA to the City of Los Angeles, and BlueLA agreed to pay the Seller for any as-yet uncollected grants and rebates that BlueLA is entitled to obtain under the City of Los Angeles Agreement. In addition, the Seller agreed that, until September 10, 2023, the Seller will not and will cause its subsidiaries or affiliates not to directly or indirectly, (i) own, operate, acquire, or establish a business, or in any other manner engage alone or with others in carsharing and/or electric vehicle charging operation, or activity in the State of California (whether as an operator, manager, employee, officer, director, consultant, advisor, representative or otherwise) excluding any de minimis Under the terms of the City of Los Angeles Agreement, amongst other obligations, during the initial term of the City of Los Angeles Agreement (defined as approximately six years from the effective date of the City of Los Angeles Agreement), BlueLA shall provide, manage, operate and maintain (i) usage agreements for electric vehicles in a quantity of no less than one hundred (100) (see payment terms of Car Lease Agreement) and (ii) charging stations in a quantity of no less than two hundred (200) at approximately forty (40) locations for an aggregate cost of approximately $20,000 per month. Following the initial term, the City of Los Angeles shall have the right to renew the City of Los Angeles Agreement for renewal terms of two (2) years each, with prior notice required, for a maximum of three renewal terms. The Company has accounted for this transaction as a business combination under ASC 805. Accordingly, the assets acquired and the liabilities assumed were recorded at their estimated fair value based on the date of acquisition. Goodwill from the acquisition principally relates to the Contingent Consideration as well as the excess value of assumed liabilities over the fair value of identified net assets. Since this transaction was a stock acquisition, goodwill is not tax deductible. At the date of acquisition, the preliminary purchase consideration consisted of cash, assumed liabilities and Contingent Consideration. The preliminary purchase price allocation is expected to be completed within 12 months after the acquisition date. The Contingent Consideration of $1,000,000 is non-interest bearing and was recorded at its estimated fair value of $245,000 based on a probability-weighted valuation technique used to determine the fair value of the Contingent Consideration on the acquisition date. See Note 8 – Fair Value Measurement for assumptions utilized in the estimate of fair value of the Contingent Consideration. The aggregate preliminary purchase price was allocated to the assets acquired and liabilities assumed as follows: Purchase Consideration: Cash $ 1 Contingent consideration 245,000 Assumed liabilities 87,860 Total Purchase Consideration $ 332,861 Less: Right of use assets 597,812 Non-current portion of lease liabilities (370,698 ) Debt-free net working capital deficit (145,910 ) Fair Value of Identified Net Assets 81,204 Remaining Unidentified Goodwill Value $ 251,657 The components of debt free net working capital are as follows: Current assets: Cash $ 3,379 Accounts receivable 372,599 Prepaid expenses and other current assets 103,633 Total current assets $ 479,611 Less current liabilities: Accounts payable 337,648 Current portion of lease liabilities 227,114 Accrued expenses and other current liabilities 60,759 Total current liabilities $ 625,521 Debt free net working capital deficit $ (145,910 ) The below table provides select unaudited, pro forma consolidated results of operations as if the acquisition of BlueLA had occurred on January 1, 2019. The pro forma results are not indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually occurred at the beginning of fiscal year 2019 or (ii) future results of operations. For the Nine Months Ended 2020 2019 Revenues $ 4,107,080 $ 2,453,530 Net loss $ (11,915,295 ) $ (9,826,476 ) The above pro forma information includes pro forma adjustments to remove the effect of the following non-recurring transactions: 1) Gain of $15,550,263 recognized in the Seller’s results of operations during the nine months ended September 30, 2020 related to the forgiveness of debt associated with liabilities to the Seller’s parent; 2) Interest expense of $164,946 and $236,146 recognized in the Seller’s results of operations during the nine months ended September 30, 2020 and 2019, respectively, associated with the debt due to the Seller’s parent that was subsequently forgiven; and 3) Nonrecurring merger expenses of $17,535 recognized in the Company’s results of operations during the nine months ended September 30, 2020. As of the date of the acquisition and September 30, 2020, the Company expects to collect all contractual cash flows related to receivables acquired in the acquisition. Acquisition related costs are expensed as incurred and are recorded within general and administrative expenses on the consolidated statements of operations. Acquisition-related costs were $17,535 during the three and nine months ended September 30, 2020. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS As of September 30, 2020, prepaid expenses and other current assets primarily consisted of alternative fuel credits of $164,647. As of December 31, 2019, alternative fuel credits were $476,992. As of September 30, 2020 and December 31, 2019, the Company had a remaining purchase commitment of $3,263,440 and $3,156,629, respectively, which will become payable upon the supplier’s delivery of the charging stations. The purchase commitments were made primarily for future sales and deployments of these charging stations. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. ACCRUED EXPENSES Accrued expenses consist of the following: September 30, 2020 December 31, 2019 (unaudited) Accrued host fees $ 116,930 $ 108,683 Accrued professional, board and other fees 334,882 40,518 Accrued wages 509,492 295,250 Warranty payable 12,000 12,000 Accrued income, property and sales taxes payable 364,531 417,669 Other accrued expenses 65,105 23,428 Total accrued expenses $ 1,402,940 $ 897,548 |
Accrued Issuable Equity
Accrued Issuable Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Accrued Issuable Equity | 6. ACCRUED ISSUABLE EQUITY Accrued issuable equity consists of the following: September 30, 2020 December 31, 2019 (unaudited) Common stock $ 174,094 $ 252,584 Warrants 40,813 5,102 Total accrued issuable equity $ 214,907 $ 257,686 See Note 9 – Stockholders’ Equity for additional information. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | 7. NOTES PAYABLE On May 7, 2020, the Company received $855,666 in connection with a loan (the “PPP Loan”) under the CARES Act Paycheck Protection Program (the “PPP”). The PPP provides for loans to qualifying businesses for amounts of up to 2.5 times their average monthly payroll expenses. The loan principal and accrued interest are forgivable, as long as the borrower uses loan proceeds for eligible purposes during the covered period following disbursement, such as payroll, benefits, rent, and utilities, and maintains its payroll levels. The amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries during the covered period, subject to certain qualifications and exclusions. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%. The Company used PPP proceeds it received for purposes consistent with PPP criteria. While the Company believes its use of PPP loan proceeds should meet the conditions for forgiveness of the loan, it cannot provide assurance that it will not take actions that may cause the Company to be ineligible for loan forgiveness in whole or in part or that PPP eligibility requirements may not change that would result in making the Company or the Company’s use of the PPP proceeds ineligible. As of September 30, 2020, the Company had not received any notice of forgiveness of the PPP Loan. Once an amount is forgiven under the PPP Loan, the Company intends to recognize a gain on forgiveness of note payable in the period in which it obtained forgiveness. As of September 30, 2020, the Company utilized all $855,666 of the proceeds of the PPP Loan. On June 5, 2020, the President signed into law the Payroll Protection Program Flexibility Act (“PPP Flexibility Act”) which made several critical changes to the PPP, which was created under the CARES Act. Under the act, the deferral period was extended to the date the lender received the forgiven amount from SBA. If the Company does not apply for loan forgiveness within 10 months following the end of the covered period, the deferral period will end on the date that is 10 months after the last day of the covered period. Following enactment of the CARES Act, SBA issued guidance requiring that no more than 25 percent of the forgiven amount be attributable to non-payroll costs. This meant that if payroll costs did not account for at least 75 percent of the total costs eligible for forgiveness, then the borrower’s loan forgiveness would be capped at the 75 percent level. The PPP Flexibility Act loosens this requirement and increases the percentage for non-payroll costs to up to 40 percent. However, the actual language of the PPP Flexibility Act requiring a borrower to use at least 60 percent of the loan amount for payroll costs. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 8. FAIR VALUE MEASUREMENT Assumptions utilized in the valuation of Level 3 liabilities are described as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Risk-free interest rate 0.36 % 1.47%-1.75 % 0.16%-1.69 % 1.47%-2.45 % Contractual term (years) 6.00 1.00 - 5.00 1.00-8.00 1.00 - 10.00 Expected volatility 137 % 118% - 139 % 78%-138 % 106% - 140 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % For the purposes of estimating the fair value of the Contingent Consideration as of the date of the acquisition and September 30, 2020, the Company utilized the following assumptions: (i) a probability threshold of 25% that the Seller would satisfy the conditions of the Contingent Consideration and (ii) a 5% discount rate. See Note 3 – Business Combination for details. The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis: Contingetnt Consideration Beginning balance as of January 1, 2020 $ - Contingent consideration assumed in BlueLA acquisition 245,000 Change in fair value of contingent consideration - Ending balance as of September 30, 2020 245,000 Warrants Payable Beginning balance as of January 1, 2020 $ 5,102 Change in fair value of warrants payable 35,711 Ending balance as of September 30, 2020 $ 40,813 Assets and liabilities measured at fair value on a recurring or nonrecurring basis are as follows: September 30, 2020 Level 1 Level 2 Level 3 Total Assets: Alternative fuel credits $ - $ 164,647 $ - $ 164,647 Total assets $ - $ 164,647 $ - $ 164,647 Liabilities: Contingent consideration $ - $ - $ 245,000 $ 245,000 Warrants payable $ - $ - $ 40,813 $ 40,813 Total liabilities $ - $ - $ 285,813 $ 285,813 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Alternative fuel credits $ - $ 476,992 $ - $ 476,992 Marketable securities 3,150,332 - - 3,150,332 Total assets $ 3,150,332 $ 476,992 $ - $ 3,627,324 Liabilities: Warrants payable $ - $ - $ 5,102 $ 5,102 Total liabilities $ - $ - $ 5,102 $ 5,102 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 9. STOCKHOLDERS’ EQUITY AT-THE-MARKET OFFERING On April 17, 2020, the Company entered into a sales agreement (“Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”) to conduct an “at-the-market” equity offering program (the “ATM”), pursuant to which the Company may issue and sell from time to time shares of its common stock having an aggregate offering price of up to $20,000,000 (the “Shares”) through the Agent. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Agent is entitled to an aggregate fixed commission of 3.0% of the gross proceeds from the Shares sold and the Company provided the Agent with customary indemnification rights. Sales of the Shares under the Sales Agreement are made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed to with the Agent. A “shelf” registration statement on Form S-3 for the Shares was filed with the SEC, which became effective on September 16, 2019, and a prospectus supplement thereto was filed with the SEC on April 17, 2020. Since April 17, 2020 and through September 30, 2020, the Company has sold an aggregate of 3,521,971 shares of common stock under the ATM program for aggregate gross proceeds of $18,953,323, less issuance costs of $737,109 which were recorded as a reduction to additional paid-in capital. As of September 30, 2020, $419,494 of net proceeds had not been received by the Company and was included as a subscription receivable on the accompanying balance sheet. Subsequent to September 30, 2020, the Company collected the subscription receivable in full. Since April 17, 2020 and through November 11, 2020, the Company has sold 3,566,971 shares of common stock under the ATM program for aggregate gross proceeds of approximately $19.5 million. PREFERRED STOCK During the nine months ended September 30, 2020, a holder elected to convert 5,125 shares of Series D Convertible Preferred Stock into 1,642,628 shares of the Company’s common stock at a conversion price of $3.12 per share. The Company determined that the Series D Convertible Preferred Stock did not include a beneficial conversion feature. There are no longer any currently outstanding shares of Series D Convertible Preferred Stock. COMMON STOCK During April 2020, the Company issued 47,542 shares of common stock with an aggregate issuance date fair value of $87,000 as compensation to certain officers of the Company. During June 2020, the Company issued 10,000 shares of common stock with an aggregate issuance date fair value of $23,500 as compensation to a consultant. During July 2020, the Company issued 6,847 shares of common stock with an aggregate issuance date fair value of $46,560 as compensation to a consultant. See Note 9 – Stockholder’s Equity - Preferred Stock for details associated with the issuance of common stock in connection with the conversion of Series D Convertible Preferred Stock. STOCK OPTIONS During April 2020, the Company granted five-year options to purchase an aggregate of 160,416 shares of common stock to executives with an exercise prices ranging from of $1.83-$2.01 per share. 54,325 options will vest one year from the date of grant, 53,433 options will vest the second year and 52,658 will vest the third year. The options had an aggregate grant date fair value of $180,000, which will be recognized over the vesting period. During June 2020, the Company granted five-year options to purchase an aggregate of 150,000 shares of common stock to executives with an exercise price of $2.20 per share. One-third of the options will vest on February 7, 2021, the second third will vest on February 7, 2022 and the final third will vest on February 7, 2023. The options had an aggregate grant date fair value of $298,911, which will be recognized over the vesting period. During September 2020, the Company granted five-year options to purchase an aggregate of 603 shares of common stock to employees with an exercise price of $9.14 per share. The options vest on September 27, 2021. The options had an aggregate grant date fair value of $5,000, which will be recognized over the vesting period. STOCK WARRANTS During the nine months ended September 30, 2020, the Company issued 161,126 shares of common stock upon the cashless exercise of warrants. During the nine months ended September 30, 2020, the Company issued an aggregate of 34,403 shares of the Company’s common stock pursuant to the exercise of warrants at an exercise price of $4.25 per share for aggregate gross and net cash proceeds of $146,213 and $144,313, respectively. STOCK-BASED COMPENSATION The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and nine months ended September 30, 2020 of $148,964 and $480,359, respectively, and for the three and nine months ended September 30, 2019 of $197,133 and $737,416, respectively, which is included within compensation expense on the condensed consolidated statements of operations. As of September 30, 2020, there was $483,840 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 1.04 years. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. RELATED PARTY TRANSACTIONS TRANSACTIONS WITH PALISADES CAPITAL MANAGEMENT LLC Mr. Engel is currently a consultant to Palisades Capital Management LLC, which serves as an investment advisor with regard to the Company’s marketable securities portfolio. During the three and nine months ended September 30, 2020, the Company paid Palisades Capital Management LLC fees of $1,265 and $14,092, respectively. No fees were paid during the three and nine months ended September 30, 2019. JOINT VENTURE The Company and a group of three Cyprus entities entered into a shareholders’ agreement on February 11, 2019, pertaining to the parties’ respective shareholdings in a new joint venture entity, Blink Charging Europe Ltd. (the “Entity”), that was formed under the laws of Cyprus on the same date. The Company owns 40% of the Entity while the other three entities own 60% of the Entity. The Entity currently owns 100% of a Greek subsidiary, Blink Charging Hellas SA (“Hellas”), which started operations in the Greek EV market. There are currently no plans for the Company to make any capital contributions or investments. During the three and nine months ended September 30, 2020, the Company recognized sales of approximately $0 and $272,964, respectively, to Hellas. No sales were recognized during the three and nine months ended September 30, 2019. As of September 30, 2020 and December 31, 2019, the Company had a receivable from Hellas of approximately $0 and $42,000, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | 11. LEASES OPERATING LEASES See Note 3 – Business Combination regarding details associated with lease agreements for (i) certain parking locations in connection with the City of Los Angeles Agreement. As of September 30, 2020, the Company had no leases that were classified as a financing lease. As of September 30, 2020, the Company did not have additional operating and financing leases that have not yet commenced. Total operating lease expenses for the three and nine months ended September 30, 2020 were $97,989 and $332,045, respectively, and for the three and nine months ended September 30, 2019 were $40,762 and $151,694, respectively, and are recorded in other operating expenses on the condensed consolidated statements of operations. Supplemental cash flows information related to leases was as follows: For The Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 160,451 $ 151,694 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 597,812 $ 266,103 Weighted Average Remaining Lease Term Operating leases 2.24 1.79 Weighted Average Discount Rate Operating leases 6.0 % 6.0 % Future minimum payments under non-cancellable leases as of September 30, 2020 were as follows: For the Years Ending December 31, Amount 2020 $ 114,421 2021 336,139 2022 249,320 2023 72,728 Total future minimum lease payments 772,608 Less: imputed interest (40,598 ) Total $ 732,010 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. COMMITMENTS AND CONTINGENCIES JAMES CHRISTODOULOU LITIGATION SETTLEMENT As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2020, the litigation between the Company and its former President pending in Miami-Dade County Court, State of Florida, James Christodoulou vs. Blink Charging Co. et al., has been settled for an aggregate sum of $400,000, of which $125,000 related to compensation related matters. As a result, the Company has recorded a loss on settlement of $400,000 within operating expenses on its condensed consolidated statements of operations during the three and nine months ended September 30, 2020. LITIGATION AND DISPUTES In July 2017, the Company was sued by Zwick and Banyai PLLC and Jack Zwick. The case alleges a breach of contract and unjust enrichment for failure to pay invoices in the aggregate amount of $53,069 for services rendered, plus interest and costs. The Company is one of six defendants in the case. On October 26, 2018, the Company filed amended affirmative defenses. Following that, there was no record activity in the case and on September 20, 2019, the Court entered its Notice of Lack of Prosecution and Order to Appear for Hearing on November 19, 2019. When Plaintiffs failed to appear for the hearing, the Court dismissed the case. A couple of weeks later, Plaintiffs filed a motion to vacate the dismissal, asserting that they had moved offices in June of 2019, and were never provided notice of the hearing at their new address. At the January 23, 2020 hearing on Plaintiffs’ motion to vacate, the Court vacated the dismissal over the objections of counsel and the case is once again pending. On January 31, 2020, the Company’s new attorney for this matter filed a notice of appearance and took over as defense counsel. On February 11, 2020, Jack Zwick and Zwick & Banyai PLLC each served a Request for Production of Documents on the Company, and Zwick & Banyai PLLC served a set of 14 Interrogatories. On July 20, 2020 the Company settled this case for approximately $48,000. On July 24, 2020, the Company was dropped as a party from the case. On August 24, 2020, a purported securities class action lawsuit, captioned Bush v. Blink Charging Co. et al., Case No. 20-cv-23527, was filed in the United States District Court for the Southern District of Florida against the Company, Michael Farkas (Blink’s Chairman of the Board and Chief Executive Officer), and Michael Rama (Blink’s Chief Financial Officer) (the “Bush Lawsuit”). The Bush complaint asserts that the defendants made materially false or misleading statements during the putative class period, and includes claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Bush complaint does not quantify damages, but seeks to recover damages on behalf of investors who purchased or otherwise acquired Blink’s common stock between March 6, 2020 and August 19, 2020. The Bush complaint alleges, among other things, that the defendants made false or misleading statements about the number, accessibility and functionality of the charging stations in the Blink Network and Blink’s partnerships and expansions with third parties. On September 1, 2020, another purported securities class action lawsuit, captioned Vittoria v. Blink Charging Co. et al., Case No. 20-cv-23643, was filed in the United States District Court for the Southern District of Florida against the same defendants and seeking to recover the same alleged damages (the “Vittoria Lawsuit”). On October 1, 2020, the court consolidated the Vittoria Lawsuit with the Bush Lawsuit. The Company disputes these claims and intends to defend the consolidated action vigorously. LITIGATION AND DISPUTES - CONTINUED On September 15, 2020, a shareholder derivative lawsuit, captioned Klein (derivatively on behalf of Blink Charging Co.) v. Farkas et al., Case No. 20-19815CA01, was filed in Miami-Dade County Circuit Court seeking to pursue claims belonging to the Company against Blink’s Board of Directors and Michael Rama (the “Klein Lawsuit”). Blink is named as a nominal defendant. The Klein Lawsuit asserts that the Director defendants caused Blink to make the statements that are at issue in the securities class action and, as a result, the Company will incur costs defending against the securities class action and other unidentified investigations. The Klein Lawsuit asserts claims against the Director defendants for breach of fiduciary duties and corporate waste and against all of the defendants for unjust enrichment. Klein did not quantify the alleged damages in his complaint, but he seeks damages sustained by the Company as a result of the defendants’ breaches of fiduciary duties, corporate governance changes, restitution and disgorgement of profits from the defendants, and attorneys’ fees and other litigation expenses. The parties agreed to temporarily stay the Klein Lawsuit until there is a ruling on a yet-to-be-filed motion to dismiss in the consolidated Bush Lawsuit. EMPLOYMENT AGREEMENTS DONALD ENGEL EMPLOYMENT AGREEMENT Effective January 9, 2020, Donald Engel, a member of the Company’s Board of Directors, entered into an employment agreement with the Company. The employment agreement with Mr. Engel extends for a term expiring on January 9, 2021, subject to automatic renewal for two additional one-year periods if not otherwise previously terminated by either party. Pursuant to the employment agreement. The employment agreement provides that Mr. Engel will receive a base salary at an annual rate of $175,000 for services rendered in such position. In addition, he will be eligible to earn stock options to purchase up to 700,000 shares of our common stock, in increments of 140,000 options on each occasion that the Company executes an agreement for the sale or deployment of electric vehicle charging stations or ancillary eco-friendly energy products with a customer he has introduced to the Company. The stock options will have an exercise price equal to the closing market price of our common stock immediately prior to the issuance date, expire five years after the issuance date and be subject to the terms of the Company’s 2018 Incentive Compensation Plan. On January 20, 2020, the Company granted immediately vested options to purchase an aggregate of 140,000 shares of common stock at an exercise price of $2.05 per share to the employee with a grant date fair value of $252,309, which was recognized during the nine months ended September 30, 2020. The employment agreement provides for termination by the Company for cause upon conviction of a felony, misconduct resulting in significant economic or reputational harm to the Company, any act of fraud or a material breach of his obligations to us. Upon a change of control of the Company, Mr. Engel’s employment will terminate and he will be entitled to all unpaid and outstanding salary and expenses due through the termination date. The employment agreement also contains covenants restricting Mr. Engel from engaging in any activities competitive with the Company’s business during the term of the employment agreement and two years thereafter and prohibiting him from disclosure of confidential information regarding us at any time. MICHAEL P. RAMA EMPLOYMENT AGREEMENT In February 2020, the Company entered into an Employment Offer Letter with Michael P. Rama. Pursuant to the Offer Letter, Mr. Rama agreed to devote his full business efforts and time to the Company as its Chief Financial Officer. The Offer Letter extends for a term expiring on February 10, 2022 and is automatically renewable for an additional one-year period. The Offer Letter provides that Mr. Rama is entitled to receive an annual base salary of $300,000, payable in regular installments in accordance with the Company’s general payroll practices. Mr. Rama will be eligible for an annual performance cash bonus of 25% of his base salary based on the satisfaction of certain key performance indicators set with the Board’s Compensation Committee. Mr. Rama will be entitled to receive equity awards under the Company’s 2018 Incentive Compensation Plan with an aggregate annual award value equal to 50% of his base salary in the form of restricted stock and stock options. Mr. Rama also received a $50,000 cash signing bonus. If Mr. Rama’s employment is terminated by the Company other than for Cause (which includes willful material misconduct and willful failure to materially perform his responsibilities to the Company), he is entitled to receive severance equal to up to 12 months of his base salary. If there is a buy-out or a “change of control,” Mr. Rama will also be entitled to obtain his base salary for a period of 12 months as a severance payment. Mr. Rama is entitled to vacation and other employee benefits in accordance with the Company’s policies. EMPLOYMENT AGREEMENTS – CONTINUED BRENDAN S. JONES EMPLOYMENT AGREEMENT The Company entered into an Employment Offer Letter, dated as of March 29, 2020, with Brendan S. Jones. Pursuant to the Offer Letter, Mr. Jones agreed to devote his full business efforts and time to the Company as its Chief Operating Officer. The Offer Letter extends for a two-year term expiring on April 20, 2022, and is automatically renewable for an additional one-year period unless the Company provides notice of non-renewable prior to the initial termination date. The Offer Letter provides that Mr. Jones is entitled to receive an annual base salary of $350,000, payable in regular installments in accordance with the Company’s general payroll practices. Mr. Jones is eligible for an annual performance cash bonus of 40% of his base salary based on the satisfaction of certain key performance indicators set with the Board’s Compensation Committee. Mr. Jones received a cash signing bonus of $55,000 and an equity signing bonus of $70,000 worth of the Company’s common stock, which vests on April 20, 2021 (provided he is not terminated for Cause). If Mr. Jones’s employment is terminated by the Company other than for Cause (which includes willful material misconduct and willful failure to materially perform his responsibilities to the Company), he is entitled to receive severance equal to 12 months of his base salary or such lesser number of months actually worked. If there is a buy-out or a “change of control,” Mr. Jones will be entitled to obtain his base salary for a period of 12 months as a severance payment. Mr. Jones is also entitled to relocation assistance in an amount of up to $35,000, a car allowance of up to $1,000 per month, inclusive of insurance, and other employee benefits in accordance with the Company’s policies. WARRANTY The Company estimates an approximate cost of $160,000 to repair deployed chargers, which the Company owns as of September 30, 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS STOCK WARRANTS Subsequent to September 30, 2020, the Company issued an aggregate of 480,360 shares of the Company’s common stock pursuant to the exercise of warrants at an exercise price of $4.25 per share for aggregate gross of $2,041,530. COMMON STOCK Subsequent to September 30, 2020, the Company issued an aggregate of 45,000 shares of the Company’s common stock for aggregate net proceeds of $487,769 under the ATM. Subsequent to September 30, 2020, the Company issued an aggregate of 18,687 shares of the Company’s common stock as compensation with an issuance date fair value of $187,884. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Liquidity | LIQUIDITY As of September 30, 2020, the Company had cash, working capital and an accumulated deficit of $14,863,434, $12,983,846 and $179,409,943, respectively. During the three and nine months ended September 30, 2020, the Company incurred a net loss of $3,914,349 and $9,904,962, respectively. During the nine months ended September 30, 2020, the Company used cash in operating activities of $10,157,011. Since April 17, 2020 and through November 11, 2020, the Company has sold 3,566,971 shares of common stock under an “at-the-market” equity offering program for aggregate gross proceeds of approximately $19.5 million. See Note 9 – Stockholders’ Equity. The Company expects that its cash on hand will fund its operations for a least 12 months after the issuance date of these financial statements. Since inception, the Company’s operations have primarily been funded through proceeds received in equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. |
Cash | CASH The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in the condensed consolidated financial statements. The Company has cash on deposits in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. As of September 30, 2020, the Company had cash balances in excess of FDIC insurance limits of $14,590,675. As of December 31, 2019, the Company had cash balances in excess of FDIC insurance limits of $3,494,360. |
Investments | INVESTMENTS Available-for-sale debt securities are recorded at fair value with the net unrealized gains and losses (that are deemed to be temporary) reported as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on the first-in, first-out method. The Company evaluates its available-for-sale-investments for possible other-than-temporary impairments by reviewing factors such as the extent to which, and length of time, an investment’s fair value has been below the Company’s cost basis, the issuer’s financial condition, and the Company’s ability and intent to hold the investment for sufficient time for its market value to recover. For impairments that are other-than-temporary, an impairment loss is recognized in earnings equal to the difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment then becomes the new amortized cost basis of the investment and it is not adjusted for subsequent recoveries in fair value. The following summarizes the Company’s investments as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Short-term investments: Available- for-sale investments $ - $ 2,956,989 The following is a summary of the unrealized gains, losses, and fair value by investment type as of September 30, 2020 and December 31, 2019: September 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Fixed income $ - $ - $ - $ - December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Fixed income $ 2,773,816 $ 183,173 $ - $ 2,956,989 |
Subscription Receivable | SUBSCRIPTION RECEIVABLE The Company records stock issuances at the effective date. If the subscription is not funded upon issuance, the Company records a stock subscription receivable as an asset on a balance sheet. When stock subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under FASB ASC 505, the stock subscription receivable is reclassified as a contra account to stockholders’ equity on the balance sheet. |
Revenue Recognition | REVENUE RECOGNITION The Company recognizes revenue primarily from four different types of contracts: ● Charging service revenue – company-owned charging stations ● Product sales ● Network fees and other ● Other The following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations: For The Three Months Ended For The Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenues - Recognized at a Point in Time: Charging service revenue - company-owned charging stations $ 162,654 $ 317,990 $ 569,528 $ 937,870 Product sales 556,859 319,254 2,608,636 704,472 Other 69,119 34,148 330,142 122,408 Total Revenues - Recognized at a Point in Time 788,632 671,392 3,508,306 1,764,750 Revenues - Recognized Over a Period of Time: Network and other fees 114,248 88,516 257,557 275,137 Total Revenues - Recognized Over a Period of Time 114,248 88,516 257,557 275,137 Total Revenue Under ASC 606 $ 902,880 $ 759,908 $ 3,765,863 $ 2,039,887 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related goods or services, the Company records deferred revenue until the performance obligations are satisfied. As of September 30, 2020, the Company had $242,258 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet as of September 30, 2020. The Company expects to satisfy its remaining performance obligations for network fees and warranty revenue and recognize the revenue within the next 12 months. During the three and nine months ended September 30, 2020, the Company recognized $104,865 and $244,525, respectively, of revenues related to network fees and warranty contracts, which were included in deferred revenues as of December 31, 2019. During the three and nine months ended September 30, 2020, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. Grants and rebates which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives over the useful life of the charging station. During the three months ended September 30, 2020 and 2019, the Company recognized $2,580 and $4,578, respectively, related to grant and rebate revenue. During the nine months ended September 30, 2020 and 2019, the Company recognized $11,071 and $17,817, respectively, related to grant and rebate revenue. At September 30, 2020 and December 31, 2019, there was $72,598 and $83,670, respectively, of deferred revenues attributable to grants and rebates. |
Concentrations | CONCENTRATIONS As of September 30, 2020 and December 31, 2019, accounts receivable from a significant customer was 10% and 11% of accounts receivable, respectively. As of September 30, 2020, accounts receivable from another significant customer was 28% of accounts receivable. During the three and nine months ended September 30, 2020, revenues from one significant customer represented 10% and 32%, respectively, of total revenues. There were no revenue concentrations during the three and nine months ended September 30, 2019. |
Net Loss Per Common Share | NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: For the Three and Nine Months Ended September 30, 2020 2019 Convertible preferred stock - 1,642,628 Warrants 7,143,360 6,840,049 Options 647,218 128,008 Unvested restricted common stock 103,713 - Total potentially dilutive shares 7,894,291 8,610,685 |
Income Taxes | INCOME TAXES On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, amongst other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the CARES Act is effective beginning in the quarter ended March 31, 2020. The Company does not currently believe that such provisions will have a material impact on the Company’s condensed consolidated financial statements. |
Reclassifications | RECLASSIFICATIONS Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Recently Issued Accounting Standards | RECENTLY ISSUED ACCOUNTING STANDARDS In April 2019, the Financial Accounting Standards Board (‘FASB”) issued Accounting Standards Update (“ASU”) No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” (“ASU 2019-04”). The new ASU provides narrow-scope amendments to help apply these recent standards. The adoption of this ASU effective January 1, 2020 did not have a material impact on the Company’s consolidated financial statements. In August 2020, FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. The Company is currently evaluating the effect of the adoption of ASU 2020-06 will have on its condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Investments | The following summarizes the Company’s investments as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Short-term investments: Available- for-sale investments $ - $ 2,956,989 |
Schedule of Unrealized Gains, Losses on Investment | The following is a summary of the unrealized gains, losses, and fair value by investment type as of September 30, 2020 and December 31, 2019: September 30, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Fixed income $ - $ - $ - $ - December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Fixed income $ 2,773,816 $ 183,173 $ - $ 2,956,989 |
Schedule of Revenue Recognition by Contract | The following table summarizes revenue recognized under ASC 606 in the condensed consolidated statements of operations: For The Three Months Ended For The Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenues - Recognized at a Point in Time: Charging service revenue - company-owned charging stations $ 162,654 $ 317,990 $ 569,528 $ 937,870 Product sales 556,859 319,254 2,608,636 704,472 Other 69,119 34,148 330,142 122,408 Total Revenues - Recognized at a Point in Time 788,632 671,392 3,508,306 1,764,750 Revenues - Recognized Over a Period of Time: Network and other fees 114,248 88,516 257,557 275,137 Total Revenues - Recognized Over a Period of Time 114,248 88,516 257,557 275,137 Total Revenue Under ASC 606 $ 902,880 $ 759,908 $ 3,765,863 $ 2,039,887 |
Schedule of Outstanding Diluted Shares Excluded from Diluted Loss Per Share Computation | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: For the Three and Nine Months Ended September 30, 2020 2019 Convertible preferred stock - 1,642,628 Warrants 7,143,360 6,840,049 Options 647,218 128,008 Unvested restricted common stock 103,713 - Total potentially dilutive shares 7,894,291 8,610,685 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The aggregate preliminary purchase price was allocated to the assets acquired and liabilities assumed as follows: Purchase Consideration: Cash $ 1 Contingent consideration 245,000 Assumed liabilities 87,860 Total Purchase Consideration $ 332,861 Less: Right of use assets 597,812 Non-current portion of lease liabilities (370,698 ) Debt-free net working capital deficit (145,910 ) Fair Value of Identified Net Assets 81,204 Remaining Unidentified Goodwill Value $ 251,657 The components of debt free net working capital are as follows: Current assets: Cash $ 3,379 Accounts receivable 372,599 Prepaid expenses and other current assets 103,633 Total current assets $ 479,611 Less current liabilities: Accounts payable 337,648 Current portion of lease liabilities 227,114 Accrued expenses and other current liabilities 60,759 Total current liabilities $ 625,521 Debt free net working capital deficit $ (145,910 ) |
Schedule of Proforma Information of Operations | The pro forma results are not indicative of (i) the results of operations that would have occurred had the operations of this acquisition actually occurred at the beginning of fiscal year 2019 or (ii) future results of operations. For the Nine Months Ended 2020 2019 Revenues $ 4,107,080 $ 2,453,530 Net loss $ (11,915,295 ) $ (9,826,476 ) |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: September 30, 2020 December 31, 2019 (unaudited) Accrued host fees $ 116,930 $ 108,683 Accrued professional, board and other fees 334,882 40,518 Accrued wages 509,492 295,250 Warranty payable 12,000 12,000 Accrued income, property and sales taxes payable 364,531 417,669 Other accrued expenses 65,105 23,428 Total accrued expenses $ 1,402,940 $ 897,548 |
Accrued Issuable Equity (Tables
Accrued Issuable Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Accrued Issuable Equity | Accrued issuable equity consists of the following: September 30, 2020 December 31, 2019 (unaudited) Common stock $ 174,094 $ 252,584 Warrants 40,813 5,102 Total accrued issuable equity $ 214,907 $ 257,686 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Assumptions Used for Valuation of Fair Value Liabilities | Assumptions utilized in the valuation of Level 3 liabilities are described as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Risk-free interest rate 0.36 % 1.47%-1.75 % 0.16%-1.69 % 1.47%-2.45 % Contractual term (years) 6.00 1.00 - 5.00 1.00-8.00 1.00 - 10.00 Expected volatility 137 % 118% - 139 % 78%-138 % 106% - 140 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % |
Summary of Changes in Fair Value of Level 3 Warrant Liabilities Measured at Recurring Basis | The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis: Contingetnt Consideration Beginning balance as of January 1, 2020 $ - Contingent consideration assumed in BlueLA acquisition 245,000 Change in fair value of contingent consideration - Ending balance as of September 30, 2020 245,000 Warrants Payable Beginning balance as of January 1, 2020 $ 5,102 Change in fair value of warrants payable 35,711 Ending balance as of September 30, 2020 $ 40,813 |
Summary of Assets and Liabilities Measured at Fair Value Recurring and Nonrecurring Basis | Assets and liabilities measured at fair value on a recurring or nonrecurring basis are as follows: September 30, 2020 Level 1 Level 2 Level 3 Total Assets: Alternative fuel credits $ - $ 164,647 $ - $ 164,647 Total assets $ - $ 164,647 $ - $ 164,647 Liabilities: Warrants payable $ - $ - $ 40,813 $ 40,813 Total liabilities $ - $ - $ 40,813 $ 40,813 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Alternative fuel credits $ - $ 476,992 $ - $ 476,992 Marketable securities 3,150,332 - - 3,150,332 Total assets $ 3,150,332 $ 476,992 $ - $ 3,627,324 Liabilities: Warrants payable $ - $ - $ 5,102 $ 5,102 Total liabilities $ - $ - $ 5,102 $ 5,102 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flows Information Related to Leases | Supplemental cash flows information related to leases was as follows: For The Nine Months Ended September 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 160,451 $ 151,694 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 597,812 $ 266,103 |
Schedule of Weighted Average Operating Leases | Weighted Average Remaining Lease Term Operating leases 2.24 1.79 Weighted Average Discount Rate Operating leases 6.0 % 6.0 % |
Schedule of Future Minimum Lease Payments | Future minimum payments under non-cancellable leases as of September 30, 2020 were as follows: For the Years Ending December 31, Amount 2020 $ 114,421 2021 336,139 2022 249,320 2023 72,728 Total future minimum lease payments 772,608 Less: imputed interest (40,598 ) Total $ 732,010 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Nov. 11, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash | $ 14,863,434 | $ 7,987,019 | $ 14,863,434 | $ 14,863,434 | $ 7,987,019 | $ 4,168,837 | |||||
Working capital | 12,983,846 | 12,983,846 | 12,983,846 | ||||||||
Accumulated deficit | (179,409,943) | (179,409,943) | (179,409,943) | (169,504,981) | |||||||
Net loss | (3,914,349) | $ (3,209,513) | $ (2,961,100) | (2,622,989) | $ (2,237,220) | $ (1,893,627) | (9,904,962) | (6,753,836) | |||
Cash used in operating activities | (10,157,011) | (7,374,412) | |||||||||
Cash balances in excess of FDIC insurance limits | 14,590,675 | 14,590,675 | 14,590,675 | $ 3,494,360 | |||||||
Revenue recognition, contract liabilities | 242,258 | ||||||||||
Revenues related to network fees and warranty contracts | 104,865 | 244,525 | |||||||||
Revenue recognized from performance obligations | |||||||||||
Revenues | $ 905,460 | $ 764,486 | $ 3,776,934 | $ 2,057,704 | |||||||
Accounts Receivable [Member] | Significant Customer [Member] | |||||||||||
Concentration risk, percentage | 10.00% | 11.00% | |||||||||
Accounts Receivable [Member] | Another Significant Customer [Member] | |||||||||||
Concentration risk, percentage | 28.00% | ||||||||||
Revenues [Member] | Significant Customer [Member] | |||||||||||
Concentration risk, percentage | |||||||||||
Revenues [Member] | One Significant Customer [Member] | |||||||||||
Concentration risk, percentage | 10.00% | 32.00% | |||||||||
Grant and Rebate [Member] | |||||||||||
Revenues | $ 2,580 | $ 4,578 | $ 11,071 | $ 17,817 | |||||||
Deferred revenue | $ 72,598 | $ 72,598 | $ 72,598 | $ 83,670 | |||||||
At the Market Offering [Member] | |||||||||||
Number of common stock shares sold | 3,521,971 | 3,566,971 | |||||||||
Proceeds from sale of stock | $ 18,953,323 | $ 19,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Investments (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Short-term investments: Available- for-sale investments | $ 2,956,989 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Unrealized Gains, Losses on Investment (Details) - Fixed Income [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Amortized Cost | $ 2,773,816 | |
Gross Unrealized Gains | 183,173 | |
Gross Unrealized Losses | ||
Fair Value | $ 2,956,989 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Revenue Recognition by Contract (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total Revenues | $ 242,258 | |||
Under ASC 606 [Member] | ||||
Total Revenues | $ 902,880 | $ 759,908 | 3,765,863 | $ 2,039,887 |
Recognized at a Point in Time [Member] | ||||
Total Revenues | 788,632 | 671,392 | 3,508,306 | 1,764,750 |
Recognized Over a Period of Time [Member] | ||||
Total Revenues | 114,248 | 88,516 | 257,557 | 275,137 |
Charging Service Revenue [Member] | ||||
Total Revenues | 162,654 | 317,990 | 569,528 | 937,870 |
Product Sales [Member] | ||||
Total Revenues | 556,859 | 319,254 | 2,608,636 | 704,472 |
Other [Member] | ||||
Total Revenues | 69,119 | 34,148 | 330,142 | 122,408 |
Network and Other Fees [Member] | ||||
Total Revenues | $ 114,248 | $ 88,516 | $ 257,557 | $ 275,137 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Outstanding Diluted Shares Excluded from Diluted Loss Per Share Computation (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total potentially dilutive shares | 7,894,291 | 8,610,685 | 7,894,291 | 8,610,685 |
Convertible Preferred Stock [Member] | ||||
Total potentially dilutive shares | 1,642,628 | 1,642,628 | ||
Warrants [Member] | ||||
Total potentially dilutive shares | 7,143,360 | 6,840,049 | 7,143,360 | 6,840,049 |
Options [Member] | ||||
Total potentially dilutive shares | 647,218 | 128,008 | 647,218 | 128,008 |
Unvested Restricted Common Stock [Member] | ||||
Total potentially dilutive shares | 103,713 | 103,713 |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | Sep. 11, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jul. 17, 2020 |
Contingent consideration | $ 1,000,000 | $ 1,000,000 | |||
Fair value of contingent consideration | 245,000 | 245,000 | |||
Gain loss on forgiveness of debt | 15,550,263 | ||||
Interest expense | 164,946 | $ 236,146 | |||
Nonrecurring merger expenses | 17,535 | ||||
Acquisition related costs | $ 17,535 | 17,535 | |||
BlueLA Carsharing, LLC [Member] | |||||
Business consideration description | The consideration by the Purchaser for the acquisition of BlueLA included: (a) a cash payment of $1.00, which was paid to the Seller at closing, and (b) in the event BlueLA timely amends its carsharing services agreement with the City of Los Angeles, California dated January 17, 2017 (the "City of Los Angeles Agreement"), a cash payment to the Seller of $1,000,000, payable within three business days after such amendment ("Contingent Consideration"). The amendment to the City of Los Angeles Agreement must be obtained by BlueLA no later than December 31, 2020, subject to an extension to March 31, 2021 if a representative of the City of Los Angeles indicates to the Purchaser by the December 31, 2020 deadline its approval of the modifications to the City of Los Angeles Agreement, as more particularly outlined in the Agreement. | ||||
Representations and warranties expiration date | Dec. 10, 2021 | ||||
Contingent consideration | $ 245,000 | ||||
Term Sheet [Member] | EV Charging Operator [Member] | |||||
Proceeds from the project | $ 1,760,000 | ||||
Term Sheet [Member] | EV Charging Operator [Member] | Maximum [Member] | |||||
Commitment to invest amount | $ 2,200,000 | ||||
Transition Service Agreement [Member] | Maximum [Member] | BlueLA Carsharing, LLC [Member] | |||||
Parking fees payable | $ 175,000 | ||||
Car Lease Agreement [Member] | |||||
Lease monthly fee | $ 15,000 | ||||
City of Los Angeles Agreement [Member] | BlueLA Carsharing, LLC [Member] | |||||
Agreement description | The initial term of the City of Los Angeles Agreement (defined as approximately six years from the effective date of the City of Los Angeles Agreement), BlueLA shall provide, manage, operate and maintain (i) usage agreements for electric vehicles in a quantity of no less than one hundred (100) (see payment terms of Car Lease Agreement) and (ii) charging stations in a quantity of no less than two hundred (200) at approximately forty (40) locations for an aggregate cost of approximately $20,000 per month. | ||||
Lease renewal term | 2 years | 2 years |
Business Combination - Schedule
Business Combination - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 30, 2020 | Sep. 11, 2020 | Dec. 31, 2019 |
Purchase Consideration: Contingent consideration | $ 1,000,000 | ||
Remaining Unidentified Goodwill Value | $ 251,657 | ||
BlueLA Carsharing, LLC [Member] | |||
Purchase Consideration: Cash | $ 1 | ||
Purchase Consideration: Contingent consideration | 245,000 | ||
Purchase Consideration: Assumed liabilities | 87,860 | ||
Total Purchase Consideration | 332,861 | ||
Less: Right of use assets | 597,812 | ||
Less: Non-current portion of lease liabilities | (370,698) | ||
Less: Debt-free net working capital deficit | 81,204 | ||
Fair Value of Identified Net Assets | 81,204 | ||
Remaining Unidentified Goodwill Value | 251,657 | ||
Current assets: Cash | 3,379 | ||
Current assets: Accounts receivable | 372,599 | ||
Current assets: Prepaid expenses and other current assets | 103,633 | ||
Total current assets | 479,611 | ||
Less current liabilities: Accounts payable | 337,648 | ||
Less current liabilities: Current portion of lease liabilities | 227,114 | ||
Less current liabilities: Accrued expenses and other current liabilities | 60,759 | ||
Total current liabilities | 625,521 | ||
Debt free net working capital deficit | $ (145,910) |
Business Combination - Schedu_2
Business Combination - Schedule of Proforma Information of Operations (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Business Combinations [Abstract] | ||
Revenues | $ 4,107,080 | $ 2,453,530 |
Net loss | $ (11,915,295) | $ (9,826,476) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Alternative fuel credits | $ 164,647 | $ 476,992 |
Purchase Commitment [Member] | ||
Remaining purchase commitment payable | $ 3,263,440 | $ 3,156,629 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued host fees | $ 116,930 | $ 108,683 |
Accrued professional, board and other fees | 334,882 | 40,518 |
Accrued wages | 509,492 | 295,250 |
Warranty payable | 12,000 | 12,000 |
Accrued income, property and sales taxes payable | 364,531 | 417,669 |
Other accrued expenses | 65,105 | 23,428 |
Total accrued expenses | $ 1,402,940 | $ 897,548 |
Accrued Issuable Equity - Sched
Accrued Issuable Equity - Schedule of Accrued Issuable Equity (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total accrued issuable equity | $ 214,907 | $ 257,686 |
Common Stock [Member] | ||
Total accrued issuable equity | 174,094 | 252,584 |
Warrants [Member] | ||
Total accrued issuable equity | $ 40,813 | $ 5,102 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 05, 2020 | May 07, 2020 | Sep. 30, 2020 |
Paycheck Protection Program [Member] | |||
Proceeds from loans | $ 855,666 | ||
Loans payable description | The PPP provides for loans to qualifying businesses for amounts of up to 2.5 times their average monthly payroll expenses. The loan principal and accrued interest are forgivable, as long as the borrower uses loan proceeds for eligible purposes during the covered period following disbursement, such as payroll, benefits, rent, and utilities, and maintains its payroll levels. The amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries during the covered period, subject to certain qualifications and exclusions. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%. The Company used PPP proceeds it received for purposes consistent with PPP criteria. While the Company believes its use of PPP loan proceeds should meet the conditions for forgiveness of the loan, it cannot provide assurance that it will not take actions that may cause the Company to be ineligible for loan forgiveness in whole or in part or that PPP eligibility requirements may not change that would result in making the Company or the Company's use of the PPP proceeds ineligible. | ||
Loans payable term | 2 years | ||
Loan interest rate | 1.00% | ||
Utilized loan amount | $ 855,666 | ||
Payroll Protection Program Flexibility Act [Member] | |||
Loans payable description | The President signed into law the Payroll Protection Program Flexibility Act ("PPP Flexibility Act") which made several critical changes to the PPP, which was created under the CARES Act. Under the act, the deferral period was extended to the date the lender received the forgiven amount from SBA. If the Company does not apply for loan forgiveness within 10 months following the end of the covered period, the deferral period will end on the date that is 10 months after the last day of the covered period. Following enactment of the CARES Act, SBA issued guidance requiring that no more than 25 percent of the forgiven amount be attributable to non-payroll costs. This meant that if payroll costs did not account for at least 75 percent of the total costs eligible for forgiveness, then the borrower's loan forgiveness would be capped at the 75 percent level. The PPP Flexibility Act loosens this requirement and increases the percentage for non-payroll costs to up to 40 percent. However, the actual language of the PPP Flexibility Act requiring a borrower to use at least 60 percent of the loan amount for payroll costs. |
Fair Value Measurement (Details
Fair Value Measurement (Details Narrative) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value of contingent consideratin, description | For the purposes of estimating the fair value of the Contingent Consideration as of the date of the acquisition and September 30, 2020, the Company utilized the following assumptions: (i) a probability threshold of 25% that the Seller would satisfy the conditions of the Contingent Consideration and (ii) a 5% discount rate. |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assumptions Used for Valuation of Fair Value Liabilities (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Risk Free Interest Rate [Member] | ||||
Fair value assumptions, measurement input, percentages | 0.36% | |||
Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair value assumptions, measurement input, percentages | 1.47% | 0.16% | 1.47% | |
Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair value assumptions, measurement input, percentages | 1.75% | 1.69% | 2.45% | |
Contractual Term (Years) [Member] | ||||
Fair value assumptions, measurement input, term | 6 years | |||
Contractual Term (Years) [Member] | Minimum [Member] | ||||
Fair value assumptions, measurement input, term | 1 year | 1 year | 1 year | |
Contractual Term (Years) [Member] | Maximum [Member] | ||||
Fair value assumptions, measurement input, term | 5 years | 8 years | 10 years | |
Expected Volatility [Member] | ||||
Fair value assumptions, measurement input, percentages | 137.00% | |||
Expected Volatility [Member] | Minimum [Member] | ||||
Fair value assumptions, measurement input, percentages | 118.00% | 78.00% | 106.00% | |
Expected Volatility [Member] | Maximum [Member] | ||||
Fair value assumptions, measurement input, percentages | 139.00% | 138.00% | 140.00% | |
Expected Dividend Yield [Member] | ||||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Changes in Fair Value of Level 3 Warrant Liabilities Measured at Recurring Basis (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Contingent consideration, beginning balance | |
Contingent consideration assumed in BlueLA acquisition | 245,000 |
Change in fair value of contingent consideration | |
Contingent consideration, ending balance | 245,000 |
Warrants payable, beginning balance | 5,102 |
Change in fair value of warrants payable | 35,711 |
Warrants payable, ending balance | $ 40,813 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Assets and Liabilities Measured at Fair Value Recurring and Nonrecurring Basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Alternative fuel credits | $ 164,647 | $ 476,992 |
Marketable securities | 3,150,332 | |
Total assets | 164,647 | 3,627,324 |
Contingent consideration | 245,000 | |
Warrants payable | 40,813 | 5,102 |
Total liabilities | 285,813 | 5,102 |
Level 1 [Member] | ||
Alternative fuel credits | ||
Marketable securities | 3,150,332 | |
Total assets | 3,150,332 | |
Contingent consideration | ||
Warrants payable | ||
Total liabilities | ||
Level 2 [Member] | ||
Alternative fuel credits | 164,647 | 476,992 |
Marketable securities | ||
Total assets | 164,647 | 476,992 |
Contingent consideration | ||
Warrants payable | ||
Total liabilities | ||
Level 3 [Member] | ||
Alternative fuel credits | ||
Marketable securities | ||
Total assets | ||
Contingent consideration | 245,000 | |
Warrants payable | 40,813 | 5,102 |
Total liabilities | $ 285,813 | $ 5,102 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Nov. 11, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Issuance cost | $ 496,100 | $ 241,009 | $ 684,850 | ||||||||||||
Subscription receivable | $ 419,494 | 419,494 | $ 419,494 | 419,494 | |||||||||||
Value of common stock shares issued as compensation | 164,635 | $ 72,128 | $ 276,675 | $ 59,252 | $ 185,632 | $ 118,736 | |||||||||
Net proceeds from exercise of warrant | 144,313 | ||||||||||||||
Unrecognized stock based compensation expense | $ 483,840 | $ 483,840 | $ 483,840 | $ 483,840 | |||||||||||
Officers [Member] | |||||||||||||||
Number of common stock shares issued as compensation | 47,542 | ||||||||||||||
Value of common stock shares issued as compensation | $ 87,000 | ||||||||||||||
Consultant [Member] | |||||||||||||||
Number of common stock shares issued as compensation | 10,000 | 6,847 | |||||||||||||
Value of common stock shares issued as compensation | $ 23,500 | $ 46,560 | |||||||||||||
Executives [Member] | |||||||||||||||
Weighted average remaining vesting period | 5 years | 5 years | |||||||||||||
Number of stock options to purchase of common stock | 150,000 | 160,416 | |||||||||||||
Exercise price, per share | $ 2.20 | $ 2.20 | |||||||||||||
Options, aggregate grant date fair value | $ 298,911 | $ 180,000 | |||||||||||||
Vesting description | One-third of the options will vest on February 7, 2021, the second third will vest on February 7, 2022 and the final third will vest on February 7, 2023. | ||||||||||||||
Executives [Member] | One Year [Member] | |||||||||||||||
Options grant date vested shares | 54,325 | ||||||||||||||
Executives [Member] | Second Year [Member] | |||||||||||||||
Options grant date vested shares | 53,433 | ||||||||||||||
Executives [Member] | Third Year [Member] | |||||||||||||||
Options grant date vested shares | 52,658 | ||||||||||||||
Employees [Member] | |||||||||||||||
Weighted average remaining vesting period | 5 years | ||||||||||||||
Number of stock options to purchase of common stock | 603 | ||||||||||||||
Exercise price, per share | $ 9.14 | $ 9.14 | $ 9.14 | $ 9.14 | |||||||||||
Options, aggregate grant date fair value | $ 5,000 | ||||||||||||||
Vesting description | The options vest on September 27, 2021. | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Conversion of stock shares converted | 1,642,628 | ||||||||||||||
Conversion price per share | $ 3.12 | $ 3.12 | 3.12 | $ 3.12 | |||||||||||
Number of common stock shares issued as compensation | 6,847 | 57,542 | 20,000 | 51,724 | |||||||||||
Value of common stock shares issued as compensation | $ 6 | $ 58 | $ 20 | $ 52 | |||||||||||
Stock Warrants [Member] | |||||||||||||||
Common stock upon the cashless exercise of warrants | 161,126 | ||||||||||||||
Common stock pursuant to exercise of warrants | 34,403 | ||||||||||||||
Warrant exercise price | $ 4.25 | $ 4.25 | $ 4.25 | $ 4.25 | |||||||||||
Gross proceeds from exercise of warrant | $ 146,213 | ||||||||||||||
Net proceeds from exercise of warrant | 144,313 | ||||||||||||||
Common Stock, Stock Options and Warrants [Member] | |||||||||||||||
Stock-based compensation expense | $ 148,964 | $ 197,133 | $ 480,359 | $ 737,416 | |||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||
Conversion of stock shares converted | 5,125 | ||||||||||||||
Maximum [Member] | Executives [Member] | |||||||||||||||
Exercise price, per share | $ 2.01 | ||||||||||||||
Minimum [Member] | Executives [Member] | |||||||||||||||
Exercise price, per share | $ 1.83 | ||||||||||||||
At the Market Offering [Member] | |||||||||||||||
Number of common stock shares sold | 3,521,971 | 3,566,971 | |||||||||||||
Proceeds from sale of stock | $ 18,953,323 | $ 19,500,000 | |||||||||||||
Issuance cost | $ 737,109 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Feb. 11, 2019Integer | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Blink Charging Hellas SA [Member] | ||||||
Recognized sale of related party | $ 0 | $ 272,964 | ||||
Receivable from related party | 0 | 0 | $ 42,000 | |||
Greece [Member] | Blink Charging Hellas SA [Member] | ||||||
Percentage of ownership in joint venture | 100.00% | |||||
Palisades Capital Management LLC [Member] | ||||||
Fee paid to related party | $ 1,265 | $ 14,092 | ||||
Shareholders Agreement [Member] | Corporate Joint Venture [Member] | Cyprus [Member] | ||||||
Number of entities under the agreement | Integer | 3 | |||||
Percentage of ownership in joint venture | 40.00% | |||||
Shareholders Agreement [Member] | Three Entities [Member] | Cyprus [Member] | ||||||
Percentage of ownership in joint venture | 60.00% |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease expense | $ 97,989 | $ 40,762 | $ 332,045 | $ 151,694 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flows Information Related to Leases (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 160,451 | $ 151,694 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | $ 597,812 | $ 266,103 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Operating Leases (Details) | Sep. 30, 2020 | Jun. 30, 2019 |
Leases [Abstract] | ||
Weighted Average Remaining Lease Term, Operating leases | 2 years 2 months 27 days | 1 year 9 months 14 days |
Weighted Average Discount Rate, Operating leases | 6.00% | 6.00% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 114,421 |
2021 | 336,139 |
2022 | 249,320 |
2023 | 72,728 |
Total future minimum lease payments | 772,608 |
Less: imputed interest | (40,598) |
Total | $ 732,010 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 09, 2020 | Jul. 20, 2020 | Jan. 20, 2020 | Jan. 09, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Jul. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Loss on settlement of debt | $ (310,000) | ||||||||||
Settlement amount | $ 48,000 | ||||||||||
Repair deployed chargers | 160,000 | 160,000 | |||||||||
2018 Incentive Compensation Plan [Member] | |||||||||||
Stock option expiration, description | The stock options will have an exercise price equal to the closing market price of our common stock immediately prior to the issuance date, expire five years after the issuance date | ||||||||||
Donald Engel Employment Agreement [Member] | |||||||||||
Agreement term | The employment agreement with Mr. Engel extends for a term expiring on January 9, 2021, subject to automatic renewal for two additional one-year periods if not otherwise previously terminated by either party. | ||||||||||
Employment Agreement [Member] | |||||||||||
Agreement term | The Offer Letter extends for a term expiring on February 10, 2022 and is automatically renewable for an additional one-year period. | ||||||||||
Zwick and Banyai PLLC and Jack Zwick [Member] | |||||||||||
Aggregate amount for services rendered | $ 53,069 | ||||||||||
Former President [Member] | |||||||||||
Aggregate amount for services rendered | $ 400,000 | ||||||||||
Loss on settlement of debt | $ 400,000 | 400,000 | |||||||||
Former President [Member] | Compensation Related Matters [Member] | |||||||||||
Aggregate amount for services rendered | $ 125,000 | ||||||||||
Mr. Engel [Member] | Donald Engel Employment Agreement [Member] | |||||||||||
Base salary | $ 175,000 | ||||||||||
Number of stock options to purchase of common stock | 700,000 | ||||||||||
Increment in stock options | 140,000 | ||||||||||
Employee [Member] | |||||||||||
Number of stock options to purchase of common stock | 140,000 | ||||||||||
Exercise price, per share | $ 2.05 | ||||||||||
Fair value of options vested | $ 252,309 | ||||||||||
Michael P. Rama [Member] | Employment Agreement [Member] | |||||||||||
Agreement term | If Mr. Rama's employment is terminated by the Company other than for Cause (which includes willful material misconduct and willful failure to materially perform his responsibilities to the Company), he is entitled to receive severance equal to up to 12 months of his base salary. If there is a buy-out or a "change of control," Mr. Rama will also be entitled to obtain his base salary for a period of 12 months as a severance payment. Mr. Rama is entitled to vacation and other employee benefits in accordance with the Company's policies. | ||||||||||
Base salary | $ 300,000 | ||||||||||
Cash bonus, percentage | 25.00% | ||||||||||
Cash signing bonus | $ 50,000 | ||||||||||
Michael P. Rama [Member] | Employment Agreement [Member] | 2018 Incentive Compensation Plan [Member] | |||||||||||
Cash bonus, percentage | 50.00% | ||||||||||
Mr. Brendan S. Jones [Member] | |||||||||||
Agreement term | If Mr. Jones's employment is terminated by the Company other than for Cause (which includes willful material misconduct and willful failure to materially perform his responsibilities to the Company), he is entitled to receive severance equal to 12 months of his base salary or such lesser number of months actually worked. If there is a buy-out or a "change of control," Mr. Jones will be entitled to obtain his base salary for a period of 12 months as a severance payment. | ||||||||||
Mr. Brendan S. Jones [Member] | Maximum [Member] | |||||||||||
Relocation assistance amount | $ 35,000 | ||||||||||
Car allowance per month | $ 1,000 | ||||||||||
Mr. Brendan S. Jones [Member] | Employment Agreement [Member] | |||||||||||
Agreement term | The Company entered into an Employment Offer Letter, dated as of March 29, 2020, with Brendan S. Jones. Pursuant to the Offer Letter, Mr. Jones agreed to devote his full business efforts and time to the Company as its Chief Operating Officer. The Offer Letter extends for a two-year term expiring on April 20, 2022, and is automatically renewable for an additional one-year period unless the Company provides notice of non-renewable prior to the initial termination date. | ||||||||||
Base salary | $ 350,000 | ||||||||||
Cash bonus, percentage | 40.00% | ||||||||||
Cash signing bonus | $ 55,000 | ||||||||||
Mr. Brendan S. Jones [Member] | Employment Agreement [Member] | Common Stock [Member] | |||||||||||
Cash signing bonus | $ 70,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 12, 2020 | Sep. 30, 2020 | Jul. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | ||
Stock issued during the period | $ 14,458,605 | [1] | $ 3,757,609 | [2] | |||||||
Stock issued during the period as compensation | $ 164,635 | $ 72,128 | $ 276,675 | $ 59,252 | $ 185,632 | $ 118,736 | |||||
Consultant [Member] | |||||||||||
Stock issued during the period compensation, shares | 10,000 | 6,847 | |||||||||
Stock issued during the period as compensation | $ 23,500 | $ 46,560 | |||||||||
Subsequent Event [Member] | |||||||||||
Stock issued for exercise of warrants, shares | 480,360 | ||||||||||
Exercise price per share | $ 4.25 | ||||||||||
Stock issued for exercise of warrants | 2,041,530 | ||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||
Stock issued during the period compensation, shares | 18,687 | ||||||||||
Stock issued during the period as compensation | $ 187,884 | ||||||||||
Subsequent Event [Member] | At the Market Offering [Member] | |||||||||||
Stock issued during the period, shares | 45,000 | ||||||||||
Stock issued during the period | $ 487,769 | ||||||||||
[1] | Includes gross proceeds of $14,954,705, less issuance costs of $496,100. As of September 30, 2020, $419,494 of net proceeds had not been received by the Company and was included as a subscription receivable. | ||||||||||
[2] | Includes gross proceeds of $3,998,618, less issuance costs of $241,009. |